Res No. 32-19 RFF SGAA,' [K) N("). i2 fin;)
Iviy"k TdG"LI, FOR R INI)G"bG';R AIR. G,�y'��.�� t I'Y ,gym)
MA'" AGFR TO
EX111G� [1, IFIF AG;IRFF,MG:';"" T AND .I`"Al"I",
1\111, A(A IONS N G. F:SS CRY -1,0 E114"IG, "1`lw A FF G"111
A yRE F",ytENA lmRO tVq'DINGT .AN IMA E", AND
1 IEIRJ:'AS, the G iq, of Delray Beach (City) is rauthenri led to etnte,r into to re:ennmennis to ynra%dde'
semcees, programming, and lnramehnettu inn ac,emntelnn.nn.ee 'It.tn. tts G";hart:er;and
''1IFR:^AS, the Cit, re uiiet the �:.
City ' .m�AGow6.nnyt services Ge,nr the purpose of Imnm:ntrr. ;Onm: Quality ,7 And i
yrnGeMetnennns Disease,
V/1 t FI EAS, them C:aty deskes to enter �' nto an agreement: th Dcm M_itc.bell Group for Indoor
Air Quality And. lnnteet:tous Dssee:Vse.
1FAU' „lS, the C.ntN' Cdmamn.rmn.bm,-aOn deems approval of th.I.s resolution to be in the best mterest of
tyn.e- health, .safer-, anndrervlfare°,�. of the re secternts ::m d et6zee s of the Cliq of Delray Beach and the pu.y:ay.ic at°
Haq'e.
OF Dyn'ILRA°BF)' " 1°1, y°LO' MA, .A 1-.,(ALOWS'
e,
"I'he fa°'mt:e tcw°'ng recitals emnne hezeby'
w tGttmtn .. 'Che: City G)rnnrmmission of ffie �iry of Delray Beach has, rev e ed and hereby
approves this Agreement between the City and Deana. Nfit:che It Gytoup, which. is attached to this
Resolution as 17:mynnt:nat
&ct embmx�.._ . F he G,;yty C.,'orni nys.tnonn amnth.emr z es the City Manager t(wm e;cea::fl:ee theAgreementr
and any amendments and/or renewals t.lb.ereto, and take any other aa: iconns necessary t.(�.) ef£:.e etmnate this
Agreement,
Section. l'bas resolution shall f'e corro t e effective �.mrne lately upon adoption.
PASSI I'D AND .ODOya y L'D in regular.,essicm pail lc;.�� AM3111, o �.m 20'19
, M A Y 0 R
.la'terri Jollfls/, City Clerk
pproy :' form. and legal a 4'6.ia y nc::y
a&�a�nin City Attorney
7
MASTER CONTRACTOR/SERVICES AGREEMENT
THIS AGREEMENT is rnade by and betty eerithe City of Delray Beacti, a Florida
municipal corporation (hereinafter referred to as "City"), whose address is 100 NW 1 t
Avenue, Delray Beach, FL 33444 and Dean Mitchell Group, a Florida Corporation,
(hereinafter referred to as "Contractor"), authorized to do business in Florida, whose addre.ss
is 3725 Irivestment Lane, Riv�era each, Florida 33404, this day of
J_ ............. ............................
20_11
WHEREAS, the City desires to purchase Indoor it Quality and Infectious Disease
Services.
WHEREAS, the City desires to procure these services from Contractor, utilizing
existing contract prices provided to The School District of Palm each County, Florida,
pursuant to its soficKation number 13C-013 .8 for Indoor Air Quality and Infectious Disease
Services.
WHEREAS, in accordance with solicitation number 18C-018L, The School District of
Palm Beach County, Florida, entered into a three year agreement with Contractor for services
effective July 1, 2018 through June 30, 2020, with the option to renew for an additional three
years.
WHEREAS, the City desires to Purchase services from Contractor on the same terms,
con6tions, and pricing provided under solicitation number 13C-013L, Subject to the terms and
conditions of this Agreement, the City's PurO--iasing ordinance, and Florida law.
WHEREAS, the Contractor agrees to extend the terms, conditions, and pricing of
solicitation number 13C®0131_ to the City, subject to the terrns and conditions of this
Agreement.
NOW, THEREFORE, in consideration oft mutual promises contained her6n and
other good and valuable consideration of wt)U--i the parties hereto acknowledge, the parties
agree as follows:
1 The above recitals are true and correct and are incorporated herein by
reference.
2 The Contractor stiall provide to the City Indoor Air Quality and infectious
Disease Services for the City, in accordance with and pursuant to the same terms,
conditions, and pricing of solicitation nurrik)er 18C-0,18L procured by The School District of
PaIrn each County, Florida.
3 'This Agreement is in full force and effect upon full execution by the City for an
annual not-to-exceed amount of Two Hundred and Fifty 'Thousand and 00/100 Dollars
($250,000).
4 This Agreement.shall terminate on June 30, 2020, unless The School District of
Palm Beach County, Florida exercises its option to renew. This Agreement shall
automaticaHy renew pursuant to the same terms and conditions upon the proper execution of
a renewal option by The School District of Palm Beach County, Florida
5 The City, at its sole discretion, reserves the right to terminate this Agreement
with or without cause immediately upon providing written notice to Contractor. L)pon receipt
of such notice, the Contractor shall not incur any additional costs under,the Agreement. The
City shall be liable only for reasonable costs incurred by Contractor prior to the date of the
notice of termination. The City shall be the sole judge of"reasonable costs."
6 'The Contactor certifies that the price and rate represents the lowest price and
rate for the products and services of any contract between the Contractor and any other
governmental entity within the State of Florida.
7 The Contractor shall indemnify and hold harmless the City and its officers,
employees, agents, and instrumentalities from any and all liability, losses or damages®
including attorney's fees and costs of defense, which the City or its officers, employees,
agents, or instrumentalities may incur as a result of claims, demands, SLIitS, causes of
actions, or proceedings of any kind or nature arising out of, relating to, or resulting from the
performance of the agreement by the Contractor or its employees, agents, servants, partners,
principals, or subcontractors. The Contractor shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits, or actions of any kind or nature in
the name of the City, where applicable, including appellate proceedings, and shall pay all
costs, judgments, and attorney's fees which may be incurred thereon. The Contractor
expressly understands and agrees that any unsurance protection required by this Agreement
or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify,
keep and save harmless, and defend the City or its officers, employees, agents, and
instrumentalities as herein provided The obligations of this section shall survive the term of
this Agreement.
8 Whenever either Party desires to give notice to the other® such notice must be
in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or
sent by commercial express carrier with acknoWedgern ent of delivery, or by hand delivery
with a request for a written receipt of acknowledgment of delivery, addressed to the party for
who it is intended at the place last specified. The place for giving notice shall remain the
same as set forth herein until changed in writing in the manner provided in this section. For
the present, the Parties designate the following:
For CITY-
City of Delray Beach
100 N.W. 1 st Avenue
Delray Beach, Florida 33444
Attn: City Manager
For col,4-I-RACTOR'.
Dean Mitchell Group
3725 Investment Lane
Riviera Beach, Florida 334.04
Aftm Anthony D'Amato—Mce President of Operations
9 Nefther this Agreement nor any right or interest herein shall be assigned,
transferred, or encumbered withoutthe written consent of the other Party.
10 This Agreement shall be construed in accordance wfth the City of Delray
Beach's Code of Ordinances and the Iaws of the State of 9odda, Any dispute relating to this
Agreement shall only be filed in a court of competent jurisdiction in Palm Beach County,
Florida, and each of the parties to Ns Agreement submits itself to the jurisdiction of such
court.
11 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
CITY OF DELRAY BEACH, CITY CLERK, 100 N.W. 1ST AVE., DELRAY
BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY
PHONE AT 561-243-7050 OR VIA EMAIL AT
C
IT YCLgELn&WYlel-RAYBEACH.0010
a. Contractor shall cornpIy with public records laws, specifically to:
L Keep and rnaintain public records required by the City to perform the
service.
H. LJpon request from the City"s custodian of public records® provide the City
with a copy of the requested records or allow the records to be inspected or
copied within a reasonable firrie at a cost that does not exceed the cost
provided in Florida Statute or as otherwise provided by law,
iii. Ensure that public records that are exempt or confidential and exempt from
public records diSCIOSUre requirements are not disclosed except as
authorized by Saw for the lour aflon of the Agreement term and foHowing
completion of the Agreernerit it the Contractor does not transfer the records
to the City.
iv. Upon completion of the Agreeaient, transfer, at no cost, to the City all public
records in possession of the Contractor or keep and irrnainWn public records
required by the City to perform the seMce. If the Contractor transfers, all
public records to the City upon cornpledon of the Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Contractor
Deeps and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City® upon
request from the City's custodian of public records, in, a format that is
compatible with the information technology systerns ofthe City.
V. If the Contractor does not comply with this sectlori, the City shall enforce the
contract provisions in accordance with the contract and may unilaterally
cancel this contract in accordance with state law,
12 Contractor is aware that the Inspector-, General of Palm each County has the
authority to investigate and audit matters relating to the negotiation and performance of this
contract, and may demand and obtain records and testimony from Contractor and its
subcontractors and lower tier subcontractors. Contractor understands and agrees that in
addition to all other remedies and consequences provided by law, the faflure of Contractor or
its subcontractors and lower tier subcontractors to fully cooperate with the Inspector General
when requested may The deemed by the City to be a material breach of this Agreement
,justifying its termination.
13 The continuation of tl--fls Agreement beyond the end of any fiscal year shall be
subject to both the appropriation and the availability of-funds in accordance with Florida law.
14 The documents listed below are a part of this Agreement and are hereby
incorporated by reference. In the event of inconsistency between the documents, unless
otherwise provided herein, the terms of the following documents will govern in the following
order of precedence-
a. Terms and conditions as contained in this Agreement.
b. Terms and Conditions of The School District of PaIrn Beach County, Florida
solicitation number 18C-018L.
C. Contractors response to solicitation number 18C-018L and any subsequent
information submitted by Contractor during the evaluation and negotiation
process.
[Rema Mer of page intentionally left blank)
IN WITNESS WHEREOF, the City and the Contractor executed this r rs e nt as of
the day and year tort above written.
By:
6� trra Joh n, City dr0� zI� tr@uw °yr
Approve d legal sufficiency:
d �fi � rrrs
"sty air .
CONT ACS" R
ByPrint Name J.'kc"v-
o
l
Titl � ..... ,..,....,
(SEA[„.)
STATEF
COUNTY OF
Th ...................
fi r goo unstru� sit . U d b f r boy d 'E
r r car ( officer
d0 Ib
grrt „ t � � ( corporation
�. —.,..�_( � . iacor or tion) corporation, n behalf f
as �. ,;”"has prod d
the acks a�rtua�r�� �i w�
of identification)�� � sde
., ( � ntutotii 1
„ ..
mow"s� �, � �,u�raor"�daa�am aa��8aamuwry ot �y PubQU�— t
� Rau��ri ff n